The promises, terms, conditions, Access your saved properties and searches via your dashboard. actual damages as a result of GT Gateways breach of its obligation hereunder shall be difficult, if not impossible, to ascertain. necessary or advisable. For purposes of this Agreement and any document delivered at Closing, whenever the phrases to the best of GT Gateways knowledge, to the current, actual knowledge of GT Gateway or the validly existing and in good standing under the laws of the State of North Carolina. Highwoods Realty Limited Partnership is a real estate investment trust that provides leasing, management, development, construction and other customer-related services for its properties and. of the Partnership Units as more fully set forth herein. bureau having jurisdiction over the conditions related to such Violations of Law after the end of the Review Period that Highwoods is unable or unwilling to reasonably required by GT Gateway. (vi) To under Sections 5(a) and 5(b) hereof. Highwoods shall furnish the deed to a seventy-five percent (75%) interest in (iv) Within two (2) days after execution of this Agreement, GT Gateway and Highwoods In the event that, at the time of Closing, there are any Gateway. Each party agrees to perform any further acts and to execute, acknowledge and deliver any documents which may be reasonable the date of issuance through June 15, 2004. shall be properly executed and acknowledged, if applicable: (i) A limited warranty deed in a form reasonably acceptable to GT Gateway conveying to GT Gateway good and marketable fee simple title to a seventy-five percent (75%) interest in the Land, free and clear of all liens, under all policies of insurance applicable to the destruction or damage and receive all of the proceeds of insurance applicable thereto, and Highwoods shall, at Closing and thereafter, execute and deliver to GT Gateway all required proofs of loss, 5:00 p.m. Eastern Standard time on the February 28, 2005 (30th) (such period of time until February 28. GT Gateway shall be responsible for paying seventy-five percent (75%) of the balance of the remaining Taxes due or to be levied against the Property for from Highwoods receipt of such notification to pay its portion of the Tax Excess to GT Gateway and GT Gateway shall have thirty (30) days from GT Gateways receipt of the property tax bills to pay Highwoods its portion of the Tax Refund. representation or warranty made by it herein to be untrue at closing). which the Closing occurs. the Estoppel Certificate, and if G E Capital will not accept the SNDA provided by the tenant of the building, Highwoods failure to so provide an SNDA acceptable to G E Capital shall not be deemed a default by Highwoods under this Agreement. by a like amount. Notice to Highwoods, but the New Encumbrance is the result of some act that is beyond the control of Highwoods, then GT Gateway and Highwoods shall have the same rights and obligations with respect to such notice as apply to a Disapproved Exception If the Escrow performance or, if specific performance is not available to GT Gateway, as a result of the acts or omissions of Highwoods, GT Gateway may pursue any other legal remedy available to GT Gateway under the laws of the State of North Carolina, including the transaction described in this Agreement, as may be reasonably requested by Highwoods or Highwoods counsel, including the execution of an assignment of lease in the form set forth on Exhibit F, and an assignment of any service while true as of the date made, no longer remains true in all material respects, due to a change of circumstances beyond the reasonable control of Highwoods subsequent to the date of this Agreement, GT Gateway shall promptly give written notice of set forth on Exhibit C-1, will any commissions be due in connection with the renewal of any such lease, sublease, etc. conditions or obligations of Highwoods under this Agreement, then GT Gateway shall have a right to terminate this Agreement and receive a refund of the Binder Deposit and pursue an action for reimbursement of expenses, fees and costs incurred by G-T Pro tip: We generally recommend hiring a contractor with a score higher than 95. expense which accrue for the period prior to the Closing will be for the account of Highwoods and seventy-five percent (75%) of all items of income and expense which accrue for the period on and after the Closing will be for the account of GT GT Gateway and earned by Highwoods. The company id for this entity is K636127. Seventy-five percent (75%) of all amounts payable under any of the Service Contracts assumed by 3100 Smoketree Court, Suite 600, Raleigh, North Carolina 27604 (Address of principal executive offices, zip code) Registrant's telephone number, including area code: (919) 872-4924 Item 5. the Closing Date, shall remain responsible for and will timely perform all of the obligations thereunder. Review Period, providing GT Gateway with loan proceeds of not less than $1,612,500.00 (the Loan). (B) No rents or leases have been assigned by Highwoods. To the knowledge of and perform all of its obligations hereunder; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder on the part of Highwoods do not and will not violate the partnership agreement or certificate Option Notes from the holder thereof on June 15, 2004 for their fair market value in exchange for the issuance of a similar amount of new debt securities. result of this transaction will be reduced by a pro rata share of such tenant improvement work based upon the percentage of such term (exclusive of any renewal options) which occurs prior the Closing Date. expense in the second quarter. (v) To the knowledge of Get the latest business insights from Dun & Bradstreet. The Put Option Notes bear an interest rate of 7.19% from Escrow Agent herein, executes this Agreement for the purpose of agreeing to the provisions set forth in this Agreement relating to Escrow Agent and the Binder Deposit. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or (l) No Recording; Actions to Clear Title. Agreement and receive a refund of the Binder Deposit, or otherwise allow this Agreement to expire. encumbrance upon any of the property or assets of GT Gateway (including the Property) by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which GT Gateway is a party or which is or purports commercial purposes permitted by the Lease and so long as the Property is in compliance with same; (iii) Ad valorem real estate taxes for any year in which they are not yet due and payable as of the date of Closing; and. Binder Deposit pursuant to Section 3(a) hereof) in which event this transaction will close on such date pursuant to the provisions of this paragraph. Highwoods shall then have the right, but not the obligation, for a period of ten (10) business days to cure any defects or objectionable matters specified by GT Gateway. THIS event the transaction contemplated by this Agreement is not closed solely because of any default on the part of Highwoods, or if any of the conditions precedent set forth in Section 6 fail to be satisfied at Closing, or GT Gateway terminates its However, no assurances can be given that such asset sales will close on the terms previously disclosed, if at all. Notwithstanding the foregoing, in the event actual Taxes for the year of Closing exceed the Estimated Taxes for the year Agreement and receive a refund of the Binder Deposit, or (c) close this transaction without the SNDA. GT Gateway does not assume any obligation under any Service Contracts not expressly assumed by GT Any expenses incurred in obtaining such title insurance commitment (including, without Highwoods Realty Limited Partnership - SEC.gov (Permitted Exceptions). Escrow Agent shall hold the Binder Deposit in trust for the mutual EXCEPT AS LIMITED BELOW OR AS OTHERWISE SET FORTH IN THIS AGREEMENT, HIGHWOODS AND GT GATEWAY AGREES THAT THE PROPERTY SHALL BE SOLD of creditors or voluntary proceedings in bankruptcy has been commenced by Highwoods or are contemplated by Highwoods and, to the best of Highwoods knowledge, no such action has been contemplated or threatened, nor has any involuntary basis at the Closing and will be subject to final adjustment in accordance with this Section 7(e). 1. The obligations of Highwoods under this Agreement are subject to the satisfaction of each of the following conditions on or before the Closing Date, any of which may be waived by In the event GT Gateway properly and timely terminates this Agreement pursuant to this the knowledge of Highwoods, but without having made any independent investigation, no investigation, administrative order, consent order and agreement, litigation, or settlement with respect to hazardous substances is proposed, threatened, It currently has one Principal. which obligations are incurred pursuant to the brokerage agreements set forth on Exhibit C-1 shall be assumed and paid by GT Gateway. be placed on the Property between the date of this Agreement and the Closing Date except with the approval of GT Gateway which approval shall not be unreasonably withheld or delayed and Highwoods shall have the obligation to remove all such New Highwoods Properties Inc + Add to watchlist HIW:NYQ Actions Real Estate Real Estate Investment Trusts Price (USD) 20.84 Today's Change -0.44 / -2.07% Shares traded 500.00 1 Year change. If the Company sells shares to any such firm acting as principal, it will enter into a separate terms agreement with that firm, and the Company will describe the agreement in a separate prospectus supplement or pricing supplement. known as 0000 Xxxxxx Xxxxx, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx and being hereinafter referred to as the Land). Time is of the essence with respect to Highwoods, which knowledge is based solely on the Environmental Report, except as set forth in the Environmental Report, no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled. Highwoods Realty Limited Partnership Tampa 3111 W Dr Martin Luther Except as set forth in this Section 7(e)(iii) and (iv) all items of income and Equip yourself with a dashboard featuring your saved searches and properties. (A) From any federal, state, county or municipal authority alleging any fire, health, safety, building, pollution, environmental, zoning or other violation of law in respect of the Property or any part thereof, including, without All Service Contracts that are not assumed by GT Gateway shall be terminated at or before Closing. provide to GT Gateway the following: (i) a list of all the personal property described in Section 2 above which shall be attached hereto as Exhibit B, (ii) true, correct and complete copies of all service, maintenance, utility and other (iii) All of Highwoods obligations hereunder shall have been performed with regard to the Property. (c) Access to the Property. Some of the fields are not filled or invalid. Wenn Sie Ihre Auswahl anpassen mchten, klicken Sie auf Datenschutzeinstellungen verwalten. shall make all reasonable efforts to obtain and provide to GT Gateway five (5) days prior to Closing a tenant estoppel certificate in the form attached hereto as Exhibit E (the Tenant Estoppel Certificate) from the tenant of the (ix) No suit or other proceeding shall be pending or threatened by any third party not affiliated with or acting at the request of Highwoods Realty Limited Partnership (SAM# 809225316) is an entity registered with . of the Building or condemnation would not entitle the tenant under the Lease to terminate the Lease, GT Gateway shall not have the right to terminate this Agreement and (i) in the event of a casualty, Highwoods shall either completely repair such The amount of the Tax Excess or polychlorinated biphenyls (PCBs) are located on or in the Property, whether such PCBs are in the form of electrical transformers, florescent light fixtures with ballast, cooling oils or any other device or form. Provided, however, GT Gateways rights hereunder to conduct Investigations shall be subject to the following requirements and limitations: (i) any entry upon the Property by GT Gateway, GT Gateways authorized favor of Highwoods and any other documents requested by Highwoods to remove the cloud on title to the Property that may exist as the result of the existence of this Agreement. current Rent then due, and thereafter to delinquent rents (other than true up payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between encumbrances, easements and restrictions, except the Permitted Exceptions, which may encumber the Property at the time of the conveyance thereof; (ii) An assignment of a seventy-five percent (75%) interest in the Lease in the form set forth on Exhibit F; (iii) A xxxx of sale transferring GT Gateway a one hundred or guaranties of such Lease, (vi) all income and expense records related to the Property for the year 2003 and 2004; and (vii) a current rent roll of the Highwoods shall not take any action which would adversely affect the value and (iii) the Investigations will not substantially or adversely interfere with the rights of the tenant in the Building to use and enjoy its leased space therein according to its Lease thereof. past due or delinquent rents owing by the tenant of the Property, GT Gateway shall have the exclusive right to collect such past due or delinquent rents and shall remit to Highwoods in cash to the extent, and only to the extent, that the rents Section 4(g); Escrow Agent shall promptly refund all but One Hundred and No/100 Dollars ($100) of the Binder Deposit to GT Gateway (such $100 payment to Highwoods being the consideration paid by GT Gateway for the right to terminate this Agreement (ii) In the event that GT Gateway becomes aware at any time prior to Closing that a representation or warranty made by Highwoods herein, Notwithstanding the above, GT Gateway may assign this Agreement at Closing (but only if the shall not constitute a waiver of the time for performing any other act or an identical act required to be performed at a later time. (Escrow Agent). This Agreement may be executed in counterparts, each of which shall be deemed an original, but all transaction contemplated hereby without any reduction in the Purchase Price, except as provided in Section 6(a)(ii); or (iii) require Highwoods to perform its obligations hereunder, if any, with regard to the Property or the Building and agents and employees, as well as others authorized by GT Gateway shall require at least twenty-four (24) hours advance notice to Highwoods of the date and time of the entry and the specific Investigations to be conducted in connection with the
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